Ascom S.A. (the “Company”) announced that in connection with the proposed sale (the "Sale") of Tristan Oil Ltd. ("Tristan Oil"), Kazpolmunay LLP ("KPM") and Tolkynneftegaz LLP ("TNG") to Cliffson Company S.A. (the "Buyer"), the equity holders of Tristan Oil, KPM and TNG (collectively, the "Sellers") and the Buyer have agreed to extend the time that the parties have to satisfy certain closing conditions, including, but not limited to:
- obtaining the necessary consents and approvals from the Kazakh authorities to effectuate the Sale of KPM and TNG to the Buyer; and
- waiver of certain provisions of the Indenture pursuant to which the Tristan Oil issued its 101/2 % Senior Secured Notes due 2012 (the “Notes”) including, but not limited to, the Tristan Oil’s obligation to repurchase the Notes upon a change of control, and obtaining all other consents, waivers and amendments under the Indenture necessary to effectuate the Sale.
While the necessary consents and approvals from the Kazakh authorities have yet to be obtained, the Buyer and Sellers have made progress in obtaining them and Tristan Oil now intends to launch the consent solicitation as soon as practicable.
Additional waivers, consents and or amendments under the Indenture may be sought in the consent solicitation at the request of the Buyer, which is controlled by the Assaubayev family from Kazakhstan. The Assaubayev family has various business interests, including a number of oil and gas investments in Kazakhstan and a 20.9% interest in KazakhGold Group Limited, the largest gold mining company in Kazakhstan, which is listed on the London Stock Exchange.
If the consent solicitation is launched prior to receipt of the necessary Kazakh consents and approvals, the proposed waivers and amendments will only become operative upon receipt of the Kazakh consents and approvals.
The complete terms and conditions of the consent solicitation and the proposed waivers and amendments will be set forth in a consent solicitation statement to be provided to the holders of the Notes.
This press release is for informational purposes only. It does not constitute a solicitation of consents.
Certain statements in this press release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements, including without limitations, statements about the anticipated completion of the transactions contemplated herein or the timing thereof. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause actual results, timing, performance, or achievements to materially differ from the future results, timing, performance, or achievements expressed or implied by forward-looking statements. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that these expectations will be achieved or will prove to have been correct. Moreover, the Company’s forward-looking statements may be affected by known and unknown risks, events or circumstances that may be outside the Company’s control.